Terms of Service

1. Binding Arbitration and Class Action Waiver

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING ARBITRATION RATHER THAN IN COURT AND TO A CLASS ACTION WAIVER. PLEASE REVIEW CAREFULLY SECTIONS 15 AND 16 BELOW FOR DETAILS REGARDING YOUR RIGHTS. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE WILL NOT APPLY TO YOU.

2. Who We Are

Luma is an AI-powered trading journal and intelligence platform for cryptocurrency traders. Luma provides tools to track, analyze, and improve your trading performance across blockchain networks. Through our web-based interface, Luma allows you to connect your wallets (read-only) to automatically import and categorize your on-chain trades, generate AI-driven insights and analytics, access smart money intelligence data, and maintain a structured trading journal. Except as described in Section 23 for the Index Vaults, Luma does not execute trades or take custody of your digital assets. Luma does not have access to your private keys.

For inquiries or support, contact us at: support@joinhans.io

3. Acceptance of Terms

By using our Services:

You represent and warrant that you have read, understood, and agree to these Terms as well as any additional policies or guidelines incorporated herein by reference.

If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

In addition:

• You must be at least 18 years old to use our Services. By registering, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.
• To access certain features of our Services, you must create an account by connecting a compatible cryptocurrency wallet. You are responsible for maintaining the security of your wallet credentials and for all activities that occur under your account.

4. Additional Service-Specific Terms

Certain features or services offered through Luma may be subject to additional terms, policies, or guidelines. These additional terms are incorporated by reference into these Terms and will be provided to you before your use of those specific features.

5. Using Our Services

Luma provides you with a platform to connect your cryptocurrency wallets (read-only) to import, track, and analyze your on-chain trading activity. The Services include AI-powered trade analysis, performance analytics, smart money intelligence, social sentiment data, and journaling tools. The Services are not a physical product or good. By using the Services, you acknowledge and agree that the Services are intangible software tools designed for informational and analytical purposes, except for the Index Vaults described in Section 23.

The Services utilize artificial intelligence and natural language processing to analyze trading data, generate insights, and provide interactive features (“Generative AI”). You understand and acknowledge that Generative AI is a developing technology, the potential risks inherent to this technology may not be fully understood, and safeguards may not be fully developed. We disclaim all liability resulting from your use of the Services, and make no representation or warranty, express or implied, concerning the extent to which your use of the Services or the output of such Generative AI is appropriate, permissible, lawful, accurate, correct, or otherwise suitable for you or its intended use.

The underlying Generative AI technology may, in some cases, provide incorrect, inaccurate, or otherwise inappropriate information. If you do not agree with this assumption of risk, you should not use the Services.

The Generative AI does not have the authority to enter into any agreements, contracts, or binding commitments on behalf of us. You agree that any changes to agreements or contracts with us must be made through authorized representatives and through proper, formal channels, and not through interactions with the Services.

5.1 Read-Only Wallet Access

Luma connects to your wallets in a read-only capacity to import your on-chain transaction history. This means:

• No Private Key Access: We do not have access to, store, or manage your private keys. Except as described in Section 23 for the Index Vaults, Luma cannot initiate, execute, or modify any blockchain transactions on your behalf.
• No Asset Custody: Except as described in Section 23 for the Index Vaults, we do not take custody of your digital assets, and all assets remain in wallets you control.
• Account Security: You are solely responsible for safeguarding your wallet and account information. Please notify us immediately if you suspect any unauthorized access or use of your account.
• No Intermediary: Except as described in Section 23 for the Index Vaults, we are not an intermediary between you and any other third party, and Luma is an analytics and journaling tool only.

5.2 Smart Money Intelligence

Luma provides smart money intelligence features that aggregate and analyze publicly available on-chain data including wallet activity, token metrics, and social sentiment. This data is derived from public blockchain records and third-party data providers. The intelligence features are for informational purposes only and do not constitute trading signals, recommendations, or financial advice.

5.3 No Professional Advice

All information provided by the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

5.4 No Fiduciary Duties

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

5.5 Regulatory and Compliance Suspensions or Terminations

We may suspend or terminate your access to the Services at any time as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third party service provider. Such suspension or termination shall not constitute a breach of these Terms by us.

6. Third-Party Services

Our Services may incorporate or link to third-party products, services, or software (collectively, “Third Party Services”), including blockchain data providers, wallet connection services, and social data platforms. Your use of these Third Party Services is subject to the respective terms and policies of those providers. Luma is not responsible for and does not endorse any Third Party Services, nor shall we be liable for any issues, losses, or damages arising from your use of such services.

7. Fees and Payment

7.1 Subscription Fees

Luma offers free and paid subscription tiers. Paid features, including enhanced AI analysis and premium intelligence data, require an active subscription. Subscription fees are billed on a monthly or annual basis as selected at the time of purchase.

7.2 Payment Processing

If you purchase any services or features that require payment, you agree to provide complete and accurate payment information. By authorizing payments, you consent to the automatic billing of your chosen payment method for recurring fees. You are responsible for all charges incurred in connection with your use of our Services.

7.3 Taxes

You are solely responsible for any and all taxes, duties, levies, or assessments that may be applicable to your use of our Services, your trading activity, your deposits or withdrawals, your vault shares, and any gains, income, fees, or distributions arising therefrom. It is your responsibility to determine what, if any, taxes apply to your transactions, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transactions, or for collecting, reporting, withholding, or remitting any taxes on your behalf.

Any data, reports, profit-and-loss figures, cost-basis calculations, or analytics that the Services generate are provided for informational purposes only, may be incomplete or inaccurate, and do not constitute tax, accounting, or legal advice. You should consult your own qualified tax advisor. To the fullest extent permitted by applicable law, we are not liable for any tax consequence, penalty, interest, audit, reporting error, or loss you incur in connection with your use of the Services, and you assume all such tax-related risk.

7.4 Cryptocurrency Payments

In addition to traditional payment methods, Luma accepts cryptocurrency payments in USDC on the Base network. By choosing to pay with cryptocurrency, you acknowledge and agree to the following:

• No Refunds: All cryptocurrency payments are final and non-refundable. Once a transaction is confirmed on-chain, it cannot be reversed.
• No Trial Period: Unlike card payments, cryptocurrency payments do not include a free trial period. Your subscription activates immediately upon payment verification.
• Billing Periods: Monthly subscriptions are valid for 30 days from the date of payment. Annual subscriptions are valid for 365 days. Subscriptions do not auto-renew and must be manually renewed before expiration.
• Expiration: If your subscription is not renewed before the end of the billing period, your access to paid features will be downgraded to the free tier. We will provide advance notice before your subscription expires.
• Your Responsibility: You are solely responsible for sending the correct amount to the correct address on the correct network. We are not liable for funds sent to incorrect addresses or on incorrect networks.

8. User Representations and Warranties

8.1 Authority

You represent that you have the legal authority to enter into these Terms.

8.2 Compliance with Laws

You agree to comply with all applicable laws and to use the Services only for lawful purposes. In particular, you shall not:

• Engage in any fraudulent, deceptive, or unlawful activities.
• Attempt to bypass, disable, or otherwise interfere with any security measures.
• Provide false or misleading information.
• Use, display, mirror or frame the Services or any individual element within the Services, the Luma name, any Luma trademark, logo or other proprietary information, or the layout and design of any page, without our express written consent.
• Engage in any other activity that we, in our sole discretion, determine may harm the integrity or security of our Services or the rights of others.

Failure to comply with these rules may result in suspension or termination of your account and access to our Services without notice.

8.3 Ownership of Inputs

You warrant that any data or content you provide (i) is wholly owned, controlled, or appropriately licensed by you and (ii) does not infringe upon third-party rights or violate any applicable law.

9. Export Control and Sanctions

You agree to comply with all applicable export control laws and regulations, including U.S. export control and economic sanctions laws and regulations. In particular, you represent and warrant that:

• You are not located in, under the jurisdiction of, or a national of any country or territory that is subject to U.S. economic sanctions or embargoes.
• You are not listed on any U.S. government list of prohibited or restricted parties.
• If you are located in or are a national of a country that is subject to U.S. sanctions, or if you are otherwise prohibited from using our Services under applicable U.S. law, you are not permitted to access or use our Services.

10. Intellectual Property Rights

10.1 Ownership

All intellectual property rights—including but not limited to trademarks, logos, text, graphics, images, and software—associated with Luma and our Services are owned exclusively by us or our licensors.

10.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your personal, non-commercial use.

10.3 Restrictions

You may not copy, modify, distribute, sell, lease, or create derivative works from any content or materials provided through our Services without our explicit written consent.

10.4 Feedback

Feedback is welcome. If provided, you agree that we can use it without any obligation to compensate you.

11. Disclaimer of Warranties

11.1 “As Is” Basis

Our Services are provided on an “as is” and “as available” basis without any warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted service.

11.2 No Guarantee of Accuracy or Reliability

We do not warrant that the Services will be error-free, secure, or continuously available. You use the Services at your own risk. Trading analytics, AI-generated insights, smart money intelligence, and scoring data may contain errors or inaccuracies. You should not rely solely on information provided by the Services when making trading or investment decisions.

11.3 Blockchain and Third-Party Risk

You acknowledge that the use of blockchain technology and Third Party Services involves risks that may be outside our control. We disclaim any liability for losses resulting from such risks. Where the Services rely on or interact with third-party services, APIs, or data providers, you acknowledge that these are not controlled by us and may be subject to their own risks and terms. We shall not be liable for any loss or damages resulting from the unavailability, malfunction, or breach of any such third-party service.

11.4 Assumption of Technological and Cybersecurity Risk

You understand and expressly accept the inherent risks associated with interacting with blockchain technologies, digital assets, and AI-powered analytics systems. This includes, but is not limited to, the risk of:

• Unauthorized access or hacking;
• Phishing, malware, and other forms of malicious code;
• Network or protocol disruptions;
• Bugs or errors in underlying software;
• Inaccurate or delayed data from third-party providers.

You agree that we are not liable for any loss of data, personal information, or financial losses arising from such risks, whether caused by internal systems, third parties, or external actors.

12. Limitation of Liability

12.1 Limit on Liability

To the maximum extent permitted by applicable law:

We, our team, and our affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including loss of profits, revenue, data, digital assets, trading losses, or goodwill) arising out of or in connection with your use of the Services—even if advised of the possibility of such damages, and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).

Our aggregate liability under these Terms, for all claims in the aggregate, will not exceed the greater of (a) the total fees you actually paid to us in the 12 months preceding the event giving rise to the claim or (b) one hundred U.S. dollars (US $100). For users of free features (not including the Index Vaults described in Section 23, which charge fees) who have paid us no fees, our aggregate liability shall not exceed one hundred U.S. dollars (US $100). You acknowledge that the fees (if any) reflect this allocation of risk and that we would not provide the Services on the same terms without this limitation.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (such as liability for fraud or for death or personal injury caused by gross negligence). In such jurisdictions our liability is limited to the fullest extent permitted by law.

12.2 Assumption of All Risk

YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE SERVICES ENTIRELY AT YOUR OWN RISK. YOU ASSUME FULL AND SOLE RESPONSIBILITY FOR ALL DECISIONS, TRADES, DEPOSITS, WITHDRAWALS, AND OUTCOMES ARISING FROM YOUR USE OF THE SERVICES.

You expressly understand and accept that: (a) the Services, including all software, smart contracts, analytics, scores, and AI outputs, may contain bugs, errors, or vulnerabilities and may fail, be exploited, or become unavailable at any time; (b) cryptocurrency trading and on-chain activity are highly speculative and can result in the partial or total loss of your digital assets; (c) you may lose everything you deposit, trade, or hold in connection with the Services; and (d) no outcome, return, profit, or preservation of capital is guaranteed. You alone bear all such risk, and you agree that we bear none of it.

12.3 No Personal Liability of Founders, Officers, and Personnel

ALL CLAIMS RELATING TO THE SERVICES LIE SOLELY AND EXCLUSIVELY AGAINST HANS SOCIETY FOUNDATION AS AN ENTITY, AND NOT AGAINST ANY INDIVIDUAL.

To the fullest extent permitted by applicable law, you acknowledge and agree that any and all liability, obligation, claim, or cause of action arising out of or relating to the Services or these Terms shall be satisfied solely from, and is limited to, the assets of HANS Society Foundation. No founder, owner, member, manager, director, officer, employee, contractor, agent, advisor, or other representative of HANS Society Foundation (each, a “Protected Person”) shall bear any personal liability whatsoever—whether in contract, tort, negligence, equity, or otherwise—for any matter arising out of or relating to the Services or these Terms. You hereby irrevocably waive, release, and covenant not to assert any claim of any kind against any Protected Person in their individual or personal capacity, and you agree to look solely to HANS Society Foundation (the entity) for any remedy. This Section is intended to confer a benefit on, and is enforceable by, each Protected Person as a third-party beneficiary of these Terms. This Section does not purport to waive any liability that, as a matter of applicable law, cannot be waived (for example, liability for a Protected Person's own fraud).

12.4 Waiver and Release of Claims

To the maximum extent permitted by applicable law, you hereby irrevocably waive, release, and discharge any and all claims, demands, and causes of action, whether known or unknown, against us and our affiliates and each Protected Person (as defined in Section 12.3), arising from or related to:

• Cybersecurity incidents, hacks, exploits, or unauthorized access;
• System failures, outages, or smart-contract or oracle failures;
• Inaccurate analytics, scores, prices, or AI-generated insights;
• Downtime or data processing errors;
• Loss of, or damage to, your digital assets or funds;
• The conduct, performance, or misconduct of any other user, including the manager of any user-managed vault under an earlier version of the Services;
• Acts or omissions of any third party.

This waiver applies regardless of whether we were advised of or reasonably could have foreseen the possibility of such damages. If you are a California resident, you expressly waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You waive the benefit of any comparable statute or rule in any other jurisdiction.

12.5 Covenant Not to Sue

You agree that your sole and exclusive remedy for any dispute with us is to proceed through the dispute-resolution process set out in Section 15. Except to initiate or participate in that process (or to bring an individual claim in small claims court where permitted), you covenant not to commence, maintain, or participate in any lawsuit, action, or proceeding of any kind against us or any Protected Person, in any forum, arising out of or relating to the Services or these Terms. Any attempt to do so in breach of this covenant may be enjoined and entitles us to recover our reasonable attorneys’ fees and costs.

13. Indemnification

You agree to indemnify, defend, and hold harmless HANS Society Foundation, its affiliates, and each Protected Person (as defined in Section 12.3) (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, judgments, fines, penalties, and expenses—including reasonable attorneys’ fees and costs—arising out of or in any way connected with:

• Your use of, or activity on, the Services (including any free features and the Index Vaults);
• Your deposits, withdrawals, trades, management of any user-managed vault, or use of vault shares;
• Your breach of these Terms or of any representation or warranty you make herein;
• Your violation of any applicable law, rule, or regulation (including securities, tax, AML, or sanctions laws);
• Your taxes or any tax liability arising from your use of the Services;
• Any claim that your conduct or content violates any rights of a third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This indemnification obligation survives termination of these Terms.

14. Termination and Suspension

14.1 Termination by You

You may discontinue using our Services at any time. If you choose to terminate your account, you must notify us in writing (e.g., via our support email).

14.2 Termination by Us

We reserve the right in our sole discretion to suspend or terminate your access to our Services without notice if we determine that you have breached these Terms or if your actions are deemed to pose a risk to us, our users, or third parties.

14.3 Effect of Termination

Upon termination of your account:

• Your right to access and use the Services will immediately cease;
• All provisions of these Terms that by their nature should survive termination (including, without limitation, Sections 10 through 23, and in particular the disclaimers, assumption of risk, limitation of liability, personal-liability shield, waiver and release, covenant not to sue, and indemnification provisions) shall remain in full force and effect.

15. Dispute Resolution

15.1 Informal Resolution

If you have any concerns or disputes regarding these Terms or the Services (“Dispute”), please contact us at: support@joinhans.io. We encourage you to first reach out to us to attempt an informal resolution.

15.2 Mandatory Arbitration

Except for claims eligible for small claims court or for injunctive relief to prevent unauthorized use of our intellectual property:

• Any Dispute shall be resolved exclusively through final and binding arbitration administered by a recognized arbitration provider (e.g., AAA) as agreed between you and us under its applicable rules;
• The arbitration shall be conducted in New York;
• Any award rendered shall be final and binding on both parties.

15.3 Class Action Waiver

To the fullest extent permitted by law:

• You agree that any arbitration or litigation arising under these Terms will be conducted solely on an individual basis;
• You waive any right to participate in a class action or class-wide arbitration.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the state of New York without regard to its conflict-of-law principles. You agree to submit to the exclusive jurisdiction of New York courts for disputes arising out of these Terms unless otherwise required by applicable law.

17. Changes to These Terms

We reserve the right to modify or update these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on our website or notifying you through other communication channels. Your continued use of our Services after any such changes constitutes your acceptance of the new Terms. If you do not agree with the changes, you must stop using the Services.

18. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

19. Entire Agreement

These Terms, together with any additional terms or policies referenced herein, constitute the entire agreement between you and us regarding your use of the Services and supersede all prior or contemporaneous communications and proposals, whether oral or written.

20. Non-Reliance

You acknowledge and agree that in entering into these Terms and using the Services you have not relied and are not relying on any representations, warranties or other statements whatsoever, whether written or oral (from or by us or any person acting on our behalf) other than those expressly set out in these Terms (or other related documents referred to herein) and that you do not have any right or remedy arising out of any representation, warranty or other statement not expressly set out in these Terms.

21. Contact Information

For any questions, concerns, or comments about these Terms or the Services, please contact us at: support@joinhans.io

22. Luma Brand and Community Guidelines

Last Updated: September 8, 2026

These Brand Community Guidelines (“Brand Terms”) govern your use of our software, website, user interface and other applications or tools that we make available. These Brand Terms are supplemental to, and incorporated by reference into, our general Terms of Service (“General Terms”). Defined terms used but not defined herein have the meanings set forth in the General Terms.

We will enforce our trademark, copyrights and other intellectual property rights to protect our users. These Brand Terms cover all our trademarks, trade dress and copyrights, whether they are registered or not (“Luma IP”) and they include, but are not limited to:

• Luma
• withluma.app
• @with_luma
• The AI-Powered Trading Journal
• Look and feel of our website and application

22.1 Permitted Uses

You may reference Luma solely to describe the factual relationship to our technology. For example, you may state: “This analysis was generated using Luma,” or “Trade data imported via Luma.” You may use the Luma name solely for truthful, descriptive references to our products or services.

If you wish to obtain permission for any other use of our intellectual property, please contact us at: support@joinhans.io

22.2 Prohibited Uses

• You may not use Luma’s IP in connection with any products, services, social media accounts, domain names, usernames, publications, content, or other offerings.
• You may not launch, build, or create any product or service that incorporates or uses Luma’s IP. For example, you may not launch your own product and name it “Luma” or any similar mark that can cause confusion.
• You may not mirror, copy, reproduce, modify, create derivative works of, or build wrappers around our technology, software, products, or services.
• You may not use our technology, copyrighted materials, trademarks, trade dress, or other intellectual property to develop competing or derivative offerings.
• You may not copy or imitate our website, design, interface, logos, typefaces, branding elements, trade dress, look and feel, functionality, or software.
• You may not directly or indirectly imply any affiliation, partnership, endorsement, sponsorship, approval, or association with Luma.
• You may not create or use trademarks, names, branding, slogans, domain names, social media handles, or designs that are confusingly similar to the Luma brand.
• Luma IP may NOT be used in advertising or publicity without specific, written prior permission.

22.3 Third-Party Intellectual Property

Luma’s technology creates proprietary intellectual property through its AI-powered analytics engine, including but not limited to: the Luma Score algorithm, smart money intelligence scoring models, token ranking and filtering systems, social sentiment analysis pipelines, trade pattern recognition systems, and AI-generated trading insights. These algorithms, models, data pipelines, scoring methodologies, and their outputs are the exclusive intellectual property of HANS Society Foundation.

Luma may display, analyze, and reference third-party data including publicly available blockchain data, token information, social media metrics, and market data sourced from third-party providers. All trademarks, token names, and other intellectual property associated with third-party tokens, protocols, or platforms referenced within our Services remain the property of their respective owners and do not belong to Luma.

By using our Services, you acknowledge that the analytical outputs, scores, rankings, and intelligence data generated by Luma’s proprietary algorithms are the intellectual property of HANS Society Foundation and may not be reproduced, redistributed, or used to build competing products without our express written consent.

23. Index Vaults

THE INDEX VAULTS ARE AN EXPERIMENTAL, HIGH-RISK PRODUCT. WE OPERATE THEM: WE DECIDE WHAT EACH VAULT HOLDS, WE TRADE ITS ASSETS, AND WE CONTROL ITS SMART CONTRACTS. YOU CAN LOSE SOME OR ALL OF THE MONEY YOU DEPOSIT. THE VAULTS ARE NOT INSURED, AND NO ONE GUARANTEES THEIR VALUE OR ANY RETURN. READ THIS SECTION CAREFULLY BEFORE YOU DEPOSIT.

Luma offers index vaults (each a “Vault”). Each Vault is a fund, held in smart contracts on the Base and Robinhood Chain blockchains, that invests in a basket of crypto tokens and keeps part of its value in stablecoins. The Vaults currently offered are the Top 10 Smart Money Index (shares: LUMA10), the Robotics 10 Smart Money Index (LROBO10) and the Privacy 10 Smart Money Index (LPRIV10). This Section 23 applies to each of them and to any other index vault we offer through the Services. By depositing into, holding shares of, withdrawing from or otherwise interacting with a Vault, you agree to these Terms, including this Section 23. If anything else in these Terms conflicts with this Section 23 as it applies to the Vaults, this Section 23 controls.

23.1 Deposits, Shares and Withdrawals

• Deposits. You can deposit USDC on Base or USDG on Robinhood Chain, subject to minimum amounts and to deposit caps, which may apply per deposit, per settlement round or to a Vault as a whole. Some options may not be available for every type of wallet. Your deposit waits in the Vault’s smart contracts until a settlement round issues your shares. Until then you can cancel it and get your stablecoins back, except while a round that includes it is in progress. If your deposit cannot be filled at or above the minimum number of shares you accepted, it stays pending, may be tried again in later rounds, and may be returned to you. We may also return any deposit that has not settled.
• Settlement rounds. Deposits and withdrawals are processed in settlement rounds, which our automated services run when there are requests to process. In each round, the Vault’s holdings on both chains are valued, and deposits and withdrawals are filled at the resulting share price: the Vault’s net asset value divided by the number of its shares. Rounds follow no fixed schedule, do not run while cash is moving between the chains, and can be delayed, interrupted or skipped. We do not guarantee when a round will run or how long it will take (see Sections 23.5 and 23.6).
• Shares. When your deposit settles, the Vault issues you shares, recorded on Base. Shares cannot be transferred: you cannot send, sell or give them to anyone, and you can exit only by withdrawing from the Vault or, if it is closed, through its wind-down. Your shares are recorded in lots according to when each was issued.
• Withdrawals. You can ask to withdraw any of your shares and choose to be paid in USDC on Base or in USDG on Robinhood Chain. A withdrawal is paid at the share price at the time a settlement round funds it, less any early-exit fee (see Section 23.3). If the Vault does not have enough cash to fund every withdrawal in a round, each of them may be funded in part, in proportion, with the rest funded in later rounds, each part at the share price of the round that funds it; paying withdrawals may first require us to sell holdings or move cash between the chains. You can cancel a withdrawal until any part of it has been funded, except while a round that includes it is in progress. If you request a withdrawal by signing a message, our relayer submits it on-chain for you; if it is not submitted, you can submit it yourself on Base and pay the network fee. Payments on Robinhood Chain travel through the cross-chain process described in Section 23.2, may take longer, and may need to be claimed there. Limits apply, including to the number of withdrawal requests you can have open at once and to the amount that can be paid out on Robinhood Chain each day.

23.2 How We Operate the Vaults

• Control. We operate the Vaults. Each Vault’s smart contracts on both chains are governed by a Safe smart account that we control, currently with a single signer. Through it we approve every trade, move cash between the chains, change settings within the limits described in Section 23.4, and can pause or close a Vault. Automated services that we run open and close settlement rounds, relay prices and settlement messages between the chains, submit signed withdrawal requests, deliver paid withdrawals and propose new tokens for listing.
• Selection. Each Vault follows rules that we set. They use Luma Intelligence data on tokens held by wallets that we classify as “smart money” on Base and Robinhood Chain: over a rolling three-day window, eligible tokens are ranked by Luma Rank (our conviction score) and by the dollar value those wallets hold, and up to 10 are selected. A themed Vault considers only tokens that we have tagged with its theme. The target weights cap each token at 20% of the Vault and keep at least 15% in stablecoins; actual holdings move with prices between rebalances. We may veto any token, in which case the next-ranked token takes its place. We may change the rules, data, thresholds and tags at any time.
• Trading. We rebalance each Vault periodically (currently about once a week) toward the weights its rules produce. Rebalance trades are swaps routed through the KyberSwap aggregator to decentralized exchanges. A Vault can buy a token only if the token can be priced and has enough on-chain liquidity, and a new token can be priced only after 24 hours’ public notice on-chain.
• Prices. A Vault’s value is calculated on-chain from price oracles. Stablecoins are priced by Chainlink price feeds. Other tokens are priced only with the signatures of two price checkers that we operate on separate servers, each of which computes the price from on-chain pool data using a short time-weighted average price, the price at which the Vault’s position could be sold, and limits based on market depth.
• Between the chains. Deposits, withdrawals and valuations on Robinhood Chain are settled with Base through messages signed by the same two price checkers and relayed by our automated services. To fund trades and withdrawals, we also move stablecoins between Base and Robinhood Chain through LI.FI intents, which third-party solvers fill, coordinated by Chainlink CCIP messages. The price checkers’ signatures, on prices and on settlement messages, show that our systems agree on a figure; they do not prove that it is correct.

23.3 Fees and Costs

Using a Vault involves the following fees and costs. Except for your own network fees, they are paid from a Vault or from your withdrawal, and they reduce the value of your shares or the amount you receive.

• Management fee: 2% a year. It accrues over time while a Vault is open and is paid by issuing new shares to our treasury, which lowers the value of every other share (about $20 a year for each $1,000 of value). It does not accrue while a Vault is paused or has no shares outstanding.
• No performance fee. We do not take a share of any gains.
• Early-exit fee: 5% within 30 days. Shares that are less than 30 days old when a settlement round funds their withdrawal pay 5% of their value: 1% is paid to our treasury and 4% stays in the Vault for its remaining holders. A lot’s age is measured when its withdrawal is funded, not when you request it. Shares held for 30 days or more pay no early-exit fee, and no early-exit fee applies to claims in a wind-down.
• Trading fee: 0.1%. We charge a trading fee of 0.1% (10 basis points) of the amount of each swap we make for a Vault, including rebalances, sales to fund withdrawals, sales of tokens leaving the Vault and emergency sales. It is collected through the KyberSwap integration as part of the swap and paid from the Vault’s assets to us. It helps cover our costs of operating the Vaults, such as network (gas) fees for operator transactions, data and API providers, the price checkers’ infrastructure and hosting. We may charge less or waive it.
• Third-party costs. Swaps also bear the exchanges’ own fees, spreads and price impact, and can execute below the quoted price within the slippage limit set for each trade. Moving cash between the chains bears bridge and intent fees and spreads: we currently require each transfer to deliver at least 99.5% of the amount sent, and the Vault’s contracts reject any transfer whose guaranteed minimum is below 97%. These costs are borne by the Vault, are not paid to us, and are incurred even if a transfer is refunded.
• Your own costs. You pay the network (gas) fees for your own transactions, such as deposits, cancellations and on-chain withdrawal requests, and the costs of any bridge or swap you use to fund your wallet.

The management fee and early-exit fee rates are written into each Vault’s smart contracts and cannot be changed for an existing Vault. If all of a Vault’s shares are withdrawn, any value left in it goes to our treasury. We pay the network fees for the transactions that our Safe and our automated services send, including Chainlink CCIP message fees. Fees are collected on-chain and are non-refundable.

23.4 On-Chain Limits

Each Vault’s smart contracts limit what we can do with its assets:

• The contracts give us no general power to transfer a Vault’s assets. Assets can leave a Vault only through swaps via the KyberSwap router, transfers between the Vault’s own contracts on Base and Robinhood Chain, payments and refunds to depositors, fee payments to our treasury, emergency sales into stablecoins, and wind-down claims.
• A swap, other than an emergency sale, is rejected if the minimum it must return is worth less than 80% of what it sells, as measured by the Vault’s price oracle.
• Each swap’s loss against the oracle price, and the largest possible shortfall of each cross-chain transfer, count against a rolling daily loss budget for the Vault on that chain.
• Robinhood Chain deposits are capped per settlement round, and Robinhood Chain payouts are capped per day.
• New token listings and price settings, changes to the price checkers’ keys, a higher loss budget, higher Robinhood Chain deposit or payout caps, and transfers of ownership of a Vault’s custody, price-oracle and cash-transfer contracts take effect only after 24 hours’ public notice on-chain. Changes to cross-chain transfer routes and write-offs of lost transfers take 7 days’ notice, and an emergency sale takes one day’s notice.

These limits reduce some risks; they do not remove them. They do not protect you from market losses, from wrong prices, from losses within the per-swap, daily and Robinhood Chain limits (including losses caused by our mistakes or by the compromise of our keys), or from emergency sales, which are subject to neither the 80% check nor the loss budget. Some actions take effect immediately, including pausing a Vault or its trading, disabling a token’s price, returning pending deposits, changing a Vault’s deposit limits, lowering any limit and starting a wind-down.

23.5 Pauses, Delays and Wind-Down

We may, at any time and without notice, pause deposits, withdrawals, settlement or trading for any Vault, delay or skip settlement rounds, return pending deposits, stop buying any token, sell any token through ordinary swaps within the limits in Section 23.4, and close a Vault. While a Vault is paused, you cannot make new deposits or withdrawal requests and withdrawals are not paid, but you can still cancel requests that have not been processed and claim withdrawals that have already been paid. If a token cannot be priced for a full day, including because we have disabled its price, we may remove it from the Vault’s valuation, which lowers the share price: the tokens stay in the Vault’s custody but no longer count toward its value unless they are priced and listed again.

If we close a Vault, we start a wind-down that cannot be reversed. Trading stops, and each holder can claim a pro-rata share of the Vault’s stablecoins and, separately, of each token still in its valuation, in kind, with no early-exit fee; tokens removed from the valuation are not distributed. Tokens received in a wind-down may be difficult to sell or worthless. Assets on Robinhood Chain or in transit must first be recovered to Base, which may take time, may be incomplete or may fail.

23.6 Risks

Using a Vault involves significant risks, including those below. You understand and accept them. Deposit only what you can afford to lose entirely.

• Market risk. The tokens a Vault holds, especially small-cap tokens, are highly volatile and can lose most or all of their value quickly. A Vault’s share price can fall, and you can lose some or all of the value you deposit.
• Strategy and data risk. Our selection relies on Luma Intelligence data and on how we classify wallets as “smart money.” That data can be wrong, delayed or incomplete, and tokens held by wallets that did well in the past may perform badly. Past performance, including any returns shown for a Vault, does not indicate future results.
• Smart-contract risk. The Vault smart contracts are new, and the current version has not completed an independent security audit. They may contain bugs or vulnerabilities that cause a loss of funds. On-chain transactions cannot be reversed, and funds lost to a bug may not be recoverable.
• Operator risk. We decide what each Vault holds and when it trades, and we control its contracts through a Safe account with a single signer and through automated services. Our decisions may lose money. Our mistakes or outages, or the compromise of our keys or systems (including the price checkers’ keys), could cause losses, wrong valuations, wrongly issued shares or delays. The limits in Section 23.4 cap some of these losses, not all of them. Withdrawals can be settled only through our Safe, our price checkers and our automated services, so if we stop operating them or lose the Safe’s key, you may be unable to withdraw for a long time or at all.
• Price and oracle risk. Prices can be stale, wrong or manipulated, including prices and settlement messages signed by the price checkers we operate. If a price is wrong, deposits and withdrawals can be filled at a wrong share price, and filled requests are not reversed or adjusted afterward. If a Vault holds more of a token than its market can readily absorb, part of that holding may be valued below its market price or at zero. If a token or a stablecoin cannot be priced, settlement can stop, or the token can be removed from the valuation.
• Liquidity risk. Small-cap tokens can trade in thin markets. Buying or selling them can move prices sharply, swaps can execute well below the quoted price within the limits above, and a Vault may not have enough cash to pay withdrawals, which may then be paid in parts over several rounds.
• Cross-chain risk. Settlement between Base and Robinhood Chain depends on our price checkers and relays, and moving cash between them depends on Chainlink CCIP, LI.FI, intent solvers and their contracts and oracles, which we do not control. Messages and transfers can be delayed, fail or be lost. Settlement may stop until they are resolved, and a lost transfer may be written off after 7 days’ notice, which lowers the Vault’s value.
• Stablecoin risk. Deposits, withdrawals and a Vault’s cash use USDC and USDG. Either can lose its peg to the U.S. dollar, be frozen or blocked by its issuer, or stop being supported. If either is priced outside a range of $0.95 to $1.05, settlement stops.
• Blockchain risk. Base and Robinhood Chain can suffer outages, sequencer downtime, congestion, reorganizations or censorship, any of which can stop pricing or settlement. Settlement information passed between the chains is confirmed from recent blocks before they are final, so a reorganization could affect settlement.
• Delays and pauses. Deposits and withdrawals are not instant and can take much longer than any estimate shown. Rounds can be delayed or not run, Vaults can be paused, and limits apply, so you may not be able to exit when you want to, including while prices are falling.
• Product changes. We may change, limit or close the Vaults at any time, including their features, their limits and which Vaults we offer.
• Regulatory risk. Laws, regulations or regulators may restrict or prohibit the Vaults or your use of them, which could force us to restrict access, change the Vaults or wind them down.
• Tax. Deposits, withdrawals, fees and wind-down distributions may have tax consequences for you (see Section 7.3).

23.7 Not a Bank Deposit; No Guarantee

Money you put into a Vault is not a deposit in the banking sense and is not insured or protected by any government, deposit-insurance or investor-compensation scheme, or by anyone else. Neither we nor anyone else guarantees the value of your shares, any return or yield, or that you will get back what you deposited. The figures we show for a Vault, such as its value, share price, holdings, ownership and returns, are for information only, may be delayed or wrong, and are not a promise of future results. The amount you receive is determined by the Vault’s smart contracts when your request settles.

23.8 No Investment Advice

We do not provide investment, financial, legal or tax advice. Nothing about the Vaults, including their names, descriptions, strategies, holdings or past performance, is a recommendation to deposit into a Vault or to buy, sell or hold any token. The Vaults are not suitable for everyone. You alone decide whether to deposit, based on your own judgment and circumstances, and you should consider getting independent professional advice first.

23.9 Our Role

We act as the operator of the Vaults as described in this Section 23. To the fullest extent permitted by applicable law, our only duties to you in connection with the Vaults are those expressly set out in these Terms, and no fiduciary, advisory or other relationship arises beyond them (see Section 5.4). We never hold the private keys to your own wallet, and we are not a party to anything you do with a third-party service, such as a bridge you use to fund your wallet.

23.10 Eligibility and Restricted Persons

You represent and warrant that you are legally permitted to use the Vaults in your jurisdiction and that you are not a Restricted Person. A “Restricted Person” includes any person who:

• is located in, ordinarily resident in, organized under the laws of, or a national of any country or territory subject to comprehensive U.S. or other applicable sanctions or embargoes (including OFAC-sanctioned jurisdictions);
• is listed on, or owned or controlled by a person listed on, any U.S. or other applicable list of prohibited or restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List), or whose wallet address is associated with such a person;
• is otherwise prohibited from using the Vaults under any applicable law, rule, or regulation, including any applicable U.S. state restriction.

We reserve the right (but assume no obligation) to restrict, geoblock, screen, suspend, or terminate access to the Vaults for any person or jurisdiction, at any time and in our sole discretion, including by returning pending deposits or via any other technically available method. You are responsible for ensuring your use of the Vaults complies with all laws applicable to you.

23.11 Earlier Vaults

If you still hold a position in a vault of the earlier design (a manager-created vault on Base with transferable shares and a performance fee), the version of this Section 23 that applied when you deposited continues to govern that position, together with the rest of these Terms. This Section 23 governs all positions in the Vaults it describes, including deposits made before this version of these Terms took effect.

23.12 No Liability for the Vaults

The disclaimers, assumption-of-risk, limitation-of-liability (including the aggregate cap and the personal-liability shield in Section 12), waiver and release, covenant not to sue, and indemnification provisions of these Terms apply in full to your use of the Vaults. To the fullest extent permitted by applicable law, neither we nor any Protected Person shall have any liability arising out of or relating to the Vaults, including our selection of tokens and our trading and operating decisions, the performance of any token or Vault, the operation or failure of any smart contract, oracle or price checker or of any bridge, solver or other third-party service, any pause, delay, rejection or wind-down, or any loss of digital assets.